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HomeMy WebLinkAboutSexton, Kathleen dba Kairos Learning; 2024-03-04; HR2403HR2403 Page 1 City Attorney Approved Version 12/22/2023 AGREEMENT FOR TRAINING AND ORGANIZATIONAL DEVELOPMENT SERVICES KATHLEEN SEXTON, DBA KAIROS LEARNING THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Kathleen Sexton, dba Kairos Learning, a sole proprietorship ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in training employees and providing other organizational development services. B. Contractor has the necessary experience in providing professional services and advice related to employee development and organizational development. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five (5) years from the date first above written. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed shall not exceed one hundred thousand dollars ($100,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 March 4th HR2403 Page 2 City Attorney Approved Version 12/22/2023 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 HR2403 Page 3 City Attorney Approved Version 12/22/2023 employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 HR2403 Page 4 City Attorney Approved Version 12/22/2023 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name Emily Guinaugh Name Kathleen Sexton Title Sr Human Resources Officer Title Principal Dept Human Resources Address 433 W Rincon Ave #A CITY OF CARLSBAD CAMPBELL CA 95008 Address 1635 Faraday Ave Phone 408-807-8415 Carlsbad CA 92008 Email kathleen@kairoslearning.com Phone 760-621-1222 emily.guinaugh@carlsbadca.gov Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 HR2403 City Attorney Approved Version 12/22/2023 Page 5 If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 HR2403 City Attorney Approved Version 12/22/2023 Page 6 and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 HR2403 City Attorney Approved Version 12/22/2023 Page 7 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 HR2403 City Attorney Approved Version 12/22/2023 Page 8 27. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2024. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Kathleen Sexton, dba Kairos Learning, a sole proprietorship By: By: (sign here) Geoff Patnoe, Assistant City Manager Kathleen Sexton, Principal kathleen@kairoslearning.com (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 February22 HR2403 City Attorney Approved Version 12/22/2023 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE Upon City’s request, Contractor will provide the following services on an as needed basis: Organization Development  Group facilitation  Organizational design  Team/leadership alignment and development  Succession planning  Other organizational development consulting (e.g., strategic planning, change management, conflict resolution, employee engagement, cultural assessments)  Strategic counsel to city leaders re: organizational development Training and Coaching Develop curriculum for and/or deliver employee development training to include:  Small to large group (up to 100) in person (held at City of Carlsbad facilities) or virtual sessions  Teaching methods tailored to the learning styles and needs of each group  Train the trainer sessions that enable HR staff and contractors to effectively deliver specific training to align with city employee development goals  One-on-one coaching related to professional development and leadership Requests for specific training and organizational development needs will be provided to Contractor by City. Training may be customized. Customization will be agreed upon by City and Contractor prior to work being done. Fees The following fee structure will apply during Year 1 of the agreement. Fees will increase by 3% per year during the term of the agreement. 1. Employee Training Services Fees Service Course Length Cost per session Virtual Training Webinar 1 hour $800 Webinar 90 minutes $900 Webinar 2 hours $1,000 Webinar 3 hours $1,300 Coaching post-webinar Per hour $250 In-person Training DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 HR2403 City Attorney Approved Version 12/22/2023 Page 10 In-person program 2 hours $1,500 In-person program Half Day $2,500 In-person program Full Day $4,500 Coaching post-training N/A $250/hour Optional Services Customization N/A $250/hour New Course Instructional Design N/A Starting at $3,000 Assessments N/A As quoted If City requests a 3-hour webinar be conducted in 1-hour increments (3 different dates), the total price for the 3 hour webinar will be $1500. If City requests a 3-hour webinar be conducted in 1.5-hour increments (2 different dates), the total price for the 3 hour webinar will be $1200. Max Capacity: Contractor prefers 30 participants but is flexible. The nature of the topic and desired outcomes will also be used to determine maximum participants. Participant Workbooks:  Webinar participant workbooks are included in the session cost and sent to participants via Chat during the live webinar.  Participant Workbooks for In-Person Trainings will be reproduced by the City of Carlsbad from a master copy provided to them a week prior to the training date. Registration:  Assumes that the City of Carlsbad will manage all registration, email reminders, attendance, and evaluation services.  Kairos Learning may use our own virtual platform for virtual training delivery. We will then provide the Zoom link to the City for registration. We will also provide an attendance report at the end of the webinar to the City so the City can manage attendance.  Kairos Learning would like to see a summary of the evaluations after each session for continuous improvement. Training Recording Fees:  Recording of a virtual training/webinar for distribution only to employees who registered but were unable to attend is available at no extra cost.  Recording of a virtual training/webinar for posting in City’s LMS system is available for an add on charge for 65% of the session training cost.  The recordings should only be available to City employees.  A recording can be saved to the City’s LMS for up to one year, at which point it will be deleted by City. DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 HR2403 City Attorney Approved Version 12/22/2023 Page 11  Kairos Learning maintains ownership of the content and intellectual property of the recorded sessions. *Fees will increase by 3% per year during the term of the agreement. If applicable, actual travel costs will be billed based on City’s pre-approval of travel and costs associated and Contractor will submit receipts for travel expenses with the corresponding invoice. Invoices Invoices will be sent monthly and include itemized costs per service and expense, the name of the City department receiving the service and a brief description of the service. Invoices for Training services will be emailed to emily.bruce@carlsbadca.gov. Invoices for Coaching and Organization Development services will be emailed to emily.guinaugh@carlsbadca.gov. Except as to any costs that are disputed by the City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s invoice. DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Kathleen Sexton DBA Kairos Learning 433 West Rincon Ave Apt A Campbell, CA 95008 City of Carlsbad, California 05/04/202405/04/2023P101.782.581.1Y X A X X 1,000,000 100,000 5,000 1,000,000 2,000,000 S/T Gen. Agg. 02/11/2024 DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 P101.782.581.1 Kathleen Sexton DBA Kairos Learning 23 02/13/2024 City of Carlsbad DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 06/15/2006 27 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: (Name and Department) (Date) Proposed modification(s) to the __________________ requirement(s) for (Type of insurance) (Name of contract) Reduce coverage to the amount of: $ . Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $ . Work will be completed over a period of . Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Approved by Risk Manager for this contract only: (Signature) (Date) H:\WORD\Insurance\Admin Order #68.doc Debbie Porter 2/12/2024 Work Comp, Auto & PL KATHLEEN SEXTON, DBA KAIROS LEARNING Training & OD services have minimal liability. Minimal exposure/risk for this type of insurance. Contractor is a sole proprietor. DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4 2/29/2024 Administrative Services Human Resources 1635 Faraday Avenue | Carlsbad, CA 92008 | 442-339-2440 Memorandum February 13, 2024 To: Geoff Patnoe, Assistant City Manager From: Debbie Porter, Sr Management Analyst Via: Laura Rocha, Deputy City Manager, Administrative Services Re: Master Service Agreement for Training and Organization Development Services (Districts - All) This memorandum provides the background and justification for the request to approve an agreement with Kathleen Sexton, dba Kairos Learning, for a period of 5 years not to exceed $100,000 per agreement year. Background The Human Resources Department maintains one or more master agreements for employee training and organization development services (e.g., teambuilding, change management, strategic planning) that may be used by all departments city-wide if they need help with this kind of work. The Human Resources department budget pays for training services that are offered to all city employees. The total budget for this in FY23/24 is approx. $137,000. If a department requests organization development or training services that are specific to their work group, the department pays for the services from their own budget. We recently conducted an RFP process (RFP24-05). The city received 32 proposals and selected the following three vendors to provide training and organization development services to the city on an as needed basis.  Northstar Consulting, Inc.  Kathleen Sexton, dba Kairos Learning  Linda Shoob, dba Organization Effectiveness Consultants (OEC) We maintain contracts with multiple vendors for these types of services in order to  maximize flexibility and quality results by using a variety of trainers with different voices/styles  meet a variety of needs  allow a department to choose which vendor is the best fit for their work group dynamics Recommended Action Approve agreement for Training and Organization Development Services. Fiscal Impact The FY 2023-2024 city budget includes the funding for this contract. DocuSign Envelope ID: BF666177-3F7D-498A-8D7F-3C3016D60EE4